Client Assets Key Information Document ( CAKID )

Transcription

1 Client Assets Key Information Document ( CAKID ) May 16

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3 Client Assets Key Information Document ( CAKID ) Investec Capital & Investments (Ireland) Limited trading as Investec Wealth & Investment ( IW&I ) and Investec is regulated by the Central Bank of Ireland. Under the Client Asset Regulations 2015 for Investment Firms we are required to provide you with a standalone document, our Client Assets Key Information Document ( CAKID ), which provides you with key information in relation to how your assets will be held by IW&I. This important document may be updated from time to time and is available on our website: You are advised to read this document prior to signing your Client Agreement Letter with IW&I to ensure that you are aware of how your assets will be held, the resulting risks and the relevant protections available under the Regulations. This document covers: To enable the efficient and cost effective return of Client Assets to you in the event that a regulated investment firm becomes insolvent. A copy of the Client Asset Regulations and Guidance issued by the Central Bank of Ireland ( CBI ), which provides assistance in understanding the Regulations and which may be updated from time to time, is available on the CBI s website, The Regulations set out the seven core principles of the Client Asset regime which IW&I must comply with: 1. Segregation: IW&I physically hold or arrange for Client Assets to be held separately from its own assets and maintain accounting segregation between its own assets and Client Assets. An explanation of the key features of these Regulations; An explanation of what constitutes Client Assets under these Regulations; 2. Designation & Registration: All Client Assets are clearly identified as such in its internal records and in the records of third parties. These Client Assets are clearly identifiable and separate from IW&Is own assets. The circumstances in which these Regulations apply and do not apply; An explanation of the circumstances in which IW&I will hold Client Assets itself, hold Client Assets with a third party and hold Client Assets in another jurisdiction; and The arrangements applying to the holding of Client Assets and the relevant risks associated with these arrangements. 3. Reconciliation: IW&I reconcile its internal records with the records of any third party that holds Client Assets on its behalf. IW&I maintain books and records to enable it to provide an accurate record of the assets held by it or with third parties, on your behalf at all times. 4. Daily Calculation: Each working day, IW&I ensure that the aggregate balance on its Client Asset bank accounts equals the amount that it should be holding on behalf of its clients. What are the Client Asset Regulations? The Regulations form part of the client asset protection regime introduced by the Central Bank of Ireland under Regulation 79 of the European Communities (Markets in Financial Instruments Directive 2007) MiFID. 5. Client Disclosure & Consent: IW&I provide you with information as to how and where your Client Assets are held and the associated risks. 6. Risk Management: IW&I have robust systems, controls and processes in place to ensure that it mitigates the risks associated with the safeguarding of Client Assets. The Client Asset Regulations (SI No 104 of 2015) ( the Regulations ), for Investment Firms issued pursuant to Section 48 of the Central Bank (Supervision and Enforcement) Act 2013, set out the obligations of regulated investment firms such as IW&I, in relation to Client Assets, received and held by them arising from investment business activity. The purpose of the Client Asset regime is to safeguard Client Assets by ensuring that firms adhere to the principles and requirements set out in the Regulations. The objectives of the Client Asset regime are: To maintain public confidence in the Client Asset regime. To minimise the risk of loss or misuse of Client Assets by regulated entities. 7. Client Asset Examination: IW&I engage an external auditor to provide an assurance report on an annual basis in relation to its safeguarding of Client Assets. IMPORTANT: It is important to understand that the Client Asset regime applies specifically to the safeguarding of Client Assets. It does not provide protection in relation to the value of your investments. What constitutes Client Assets under the Regulations? Under the Client Asset regime, Client Assets include Client Funds and Client Financial Instruments received and held by IW&I on your behalf List of Financial Instruments as listed in Schedule 1 Part 3 of S.I. No. 60/2007 European Communities (Markets in Financial Instruments) Regulations

4 Client Funds include funds owed to you or held on your behalf including cash on account, cheques or other payale orders, current and deposit accounts, including margin collateral associated with client positions. Client Financial Instruments means any financial instrument as defined in Regulation 3(1) of MiFID Regulations 2007 (as amended) and an investment instrument as defined in section 2(1) of the Investment Intermediaries Act, It includes instruments such as shares, bonds, Collective Investment Schemes and Exchange Traded Funds. When do the Regulations apply? The Regulations apply where IW&I receives Client Funds or holds Client Financial Instruments which have been entrusted to the firm (or its nominee) and in respect of which IW&I has the capacity to effect transactions including the following: Funds lodged on behalf of a client to a Client Asset account held by IW&I at an eligible third party. Client Financial Instruments you have transferred to IW&I or purchased through your account with IW&I will be treated as Client Assets from the time of receipt. Interest paid on funds held in deposit accounts are deemed to be Client Funds when the interest is credited to your account. Dividends and investment income are treated as Client Funds when IW&I receive the funds on your behalf. When do the Regulations not apply? your written instruction and are no longer under the control of IW&I. Where a cheque or other payable order received from you is not honoured by the paying institution. Where funds are due and payable to IW&I by you in the ordinary course of business including fees and commissions as agreed with you. Where will IW&I hold Client Assets? The list of third parties with whom IW&I may place Client Assets is set out in the Appendix. It is also available on our website Client Funds IW&I may hold Client Funds in accounts with an eligible credit institution or a qualifying money market fund. The accounts are designated as Client Asset accounts. Client Financial Instruments Client Financial Instruments may be registered in the name of IW&I or its nominee company and are held in either physical form (e.g. share certificates) or electronically on the record of holdings on a Central Securities Depository ( CSD ) or International Central Securities Depository ( ICSD ). What is a CSD/ICSD? A CSD/ICSD is an entity which provides a central point for the settlement, issuance and safe keeping of financial instruments ( securities ), for example, bonds and shares. The Regulations do not apply where funds are received by IW&I for investment in an activity which is not a regulated financial service (i.e. an investment that is not a Client Financial Instrument as defined above, for example direct property investment) and where IW&I hold such an instrument on your behalf, it will not be held in accordance with the Regulations. However, we will segregate such assets from the assets of IW&I. When do Client Assets cease to be Client Assets? Some of the circumstances in which Client Assets will cease to be Client Assets and therefore no longer subject to the client asset regime are as follows: Where Client Assets are paid, or transferred to you, whether directly or into an account with a credit institution or relevant party in your name i.e. not an account in the name of IW&I. Where Client Assets are paid, or transferred to a third party on CSDs operate at the centre of the securities chain, i.e. all holdings in a given financial instrument, whether by an individual or a financial institution, are ultimately kept in a securities account at a CSD. CSDs are financial market infrastructures performing key functions for the whole market. Financial Institutions hold securities on behalf of their clients directly with a CSD where they are a member. CSDs operate in a highly regulated environment. They are subject to national laws on securities issuance, settlement and safekeeping, while being supervised by the relevant authorities, typically the securities or banking regulator, and subject to the oversight of the relevant central bank(s). IW&I hold Client Financial Instruments through:- CREST Client Financial Instruments are held within the CREST system through its nominee company, Aurum Nominees Limited, which is a direct member of CREST. CREST is a UK-based CSD that holds UK and Irish equities, UK gilts and other international securities. CREST is owned and operated by Euroclear UK & Ireland Limited. 2.

5 Euroclear Bank SA/NV Euroclear Bank SA/NV is an ICSD through which IW&I primarily hold fixed income securities and Collective Investment Schemes. The Bank of New York Mellon Where IW&I is not a member of a CSD it uses The Bank of New York Mellon to provide access to the relevant CSDs. The Bank of New York Mellon is a Global Custodian which IW&I use for the settlement and safekeeping of non-uk and non-irish securities. In what circumstances do IW&I hold Client Assets itself and what are the arrangements in place? IW&I hold its clients Irish and UK financial instruments through its nominee company, Aurum Nominees Limited, in CREST. Our nominee company is a member of CREST and operates individually designated accounts for all clients who hold CREST eligible securities through IW&I. Client accounts are segregated from each other as well as from those of the firm within CREST and within IW&I s books and records. IW&I hold Client Assets in physical/certificated format where such assets cannot be held elsewhere. Physical/certificated assets are held in a fireproof safe at its premises. In what circumstances do IW&I hold Client Assets with a third party and what are the arrangements in place? Client Funds Client Funds are held with credit institutions in individually designated Client Asset Deposit accounts or pooled Client Asset accounts (i.e. they contain the assets of more than one client), all of which are designated IW&I Client Asset Account. IW&I maintain books and records which clearly identify the Client Assets it holds for you within the pooled accounts. Client Financial Instruments IW&I hold other Client Financial Instruments through: Euroclear Bank SA/NV Fixed Income securities Collective Investment Schemes The accounts at Euroclear Bank SA/NV holding Client Assets are pooled accounts. These accounts are designated IW&I Client Asset Account. IW&I maintain books and records which clearly identify the Client Assets it holds for you within the pooled accounts. Bank of New York Mellon Other instruments (predominantly non-irish & non-uk equities). IW&I have appointed Bank of New York Mellon as its global custodian to hold Client Assets on behalf of IW&I. Client Assets are held in accounts designated IW&I Client Asset Account. These accounts are pooled Client Asset accounts. Where necessary Bank of New York Mellon has appointed sub-custodians in certain jurisdictions in which Client Assets are held. We may also hold assets which can only be held with certain third party institutions, who may also be the Registrar for that asset e.g. Private Equity, Unit Trusts. In what circumstances will IW&I hold Client Assets in another jurisdiction? Client Financial Instruments are held with a CSD/ICSD in the jurisdiction where it is customary for such instruments to be held. IW&I is a member of two CSDs, CREST and Euroclear SA/NV. Client Assets will be held in another jurisdiction as follows: CREST (non-irish) Assets held by our Global Custodian, Bank of New York Mellon Assets held in Euroclear SA/NV In the case of Client Funds, a number of the credit institutions with whom we piace deposits are the Irish branch of an EU financial institution whose home country jurisdiction is outside of the State. These third parties have been chosen primarily on the basis of their financial strength, breadth of custody services, range of market access, and that they meet the criteria set out in IW&I s internal risk assessment. IW&I appoints third parties which may be located in different jurisdictions, a list of which is available in the Appendix. Clients Assets will only be deposited with a third party in a jurisdiction which specifically regulates and supervises the safekeeping of assets, unless the nature of the instrument requires it and you have instructed us to do so. Some aspects of the Regulation may differ from our own jurisdiction, this includes EEA states and non EEA states. What are the risks associated with the holding of Client Assets and what controls are in place to mitigate these risks? While the purpose of the Client Asset regime is to regulate and safeguard the handling of Client Assets, it is not possible to fully eliminate all risks relating to Client Assets. Default or insolvency of third parties 1. If a third party which holds your assets becomes insolvent or defaults, you may not receive back all or any of your assets. In the case of financial instruments held by a third party (and in the absence of fraud) you should receive back your assets, as Client Assets must be segregated from the third party s own assets. However the timing of the return of your assets would be uncertain. 3.

6 In the case of a credit institution, you may be eligible to avail of a deposit guarantee scheme. The amount of funds that you would receive back and the timing of their return would depend on the terms of the particular deposit guarantee scheme, and the extent of the institution s insolvency. 2. Where assets are held in a pooled account, there is a risk that the designation of pooled accounts as Client Assets may be challenged by a liquidator of the third party, thereby preventing or delaying our ability to control your assets. IW&I maintain appropriate books and records and undertake reconciliations (as set out by the Regulations), to make sure that it can easily identify the Client Assets it holds for you within pooled accounts. 3. In the event of the default of a third party which holds Client Assets outside of the State you will not be able to avail of the Investor Compensation Scheme applicable to member firms in Ireland. However, the compensation scheme relevant to that jurisdiction may apply. IW&I are selective in its choice of third parties and undertake an internal risk assessment prior to their appointment. We also undertake a semiannual review and monitor their performance on an ongoing basis. Where Client Assets are held outside the State or the EEA, these assets will be subject to the law of a jurisdiction other than Ireland. The legal regime applying to the third party may be different to that of the State or EEA and your rights relating to those assets may differ accordingly in the event of a default of the third party. Should you request in writing to have your Client Assets held with a third party that does not meet our internal risk assessment, or with a third party in a country that does not regulate the holding and safe keeping of investments, you may be exposed to a higher risk in relation to the return of your assets. Insolvency of IW&I IW&I hold Client Assets in accounts which are legally separated from IW&I s own assets. In the event of IW&I becoming insolvent, your assets are not available to creditors making a claim against IW&I. IW&I is a member of the Investor Compensation Scheme ( Scheme ). You may be entitled to compensation from the Scheme in the event of IW&I becoming insolvent. This depends on the type of business and the circumstances of your claim. Eligible investors are covered for 90% of the money they have lost, up to a maximum of 20,000. Further information about the Scheme is available in Section 19 of our Terms & Conditions or at Investment in an activity that is not a regulated financial service is not covered by the Scheme. money process has been completed. Fraud & Operational Risk Should a fraud or an operational failure occur within a regulated investment firm or a third party, the Client Assets held on your behalf may be misappropriated, diminished or unavailable to you for a period of time. In the normal course of business we would expect the entity suffering the fraud or operational failure to compensate you and reinstate your assets. IW&I have robust policies, controls and procedures in place to mitigate against the possibility of fraud and the risks arising from operational failure. The third parties, as regulated entities, are also required to have such policies, controls and procedures in place. Third parties holding Client Financial Instruments undergo an external annual review of their control environment by an independent auditor and a report thereon is made available to IW&I and forms part of its internal due diligence and annual review process. IW&I Governance Structure and Control Environment The Board of IW&I is responsible for the management and governance of its Wealth & Investment business. It places the highest priority on its responsibilities in relation to Client Assets. It has established a committee of the Board, the Investec Ireland Prudential Audit Compliance and Conduct Committee (the Committee ), whose remit includes the safeguarding of Client Assets. It receives reports from External Audit and from the various control functions within IW&I including Compliance, Risk, Finance, and Internal Audit, which provide assurance to the Committee and the Board that the control environment within IW&I is operating effectively. The control functions monitor the activities of IW&I and its appointed third parties. An important requirement of the Regulations is the Investment Firm s Client Asset Management Plan which covers all aspects of how Client Assets are treated and protected. As required under the Regulations, IW&I have appointed a Head of Client Asset Oversight who is responsible for ensuring the safeguarding of Client Assets. IW&I give the safety of your Client Assets its highest priority and have dedicated resources in place at an operational and governance level to ensure that we comply with the seven core principles of the Regulations. In accordance with the Regulations IW&I must ensure that all Client Assets are held in Client Asset Accounts at the close of business every day. In the event of IW&I becoming insolvent during the course of the business day, there may be instances whereby some Client Assets in transit are not protected until such time as the daily client 4.

7 Appendix Third Parties with whom IW&I may place Client Assets are set out below: Client Funds Name Registered Office Website Types of Accounts held Related Party Investec Bank Plc (Irish Branch) The Harcourt Building Harcourt Street Dublin 2 Pooled and Individually Designated Yes* Rabobank International Dublin Branch Bank of Ireland Charlemont Place Dublin 2 40 Mespil Road Dublin 4 Individually Designated No Individually Designated No Ulster Bank Ireland Limited BNP Permanent TSB Ulster Bank Group Centre George s Quay Dublin 2 5 George s Dock International Financial Services Centre Dublin St Stephens Green Dublin 2 Pooled No Individually Designated No Individually Designated No Client Financial Instruments Name Registered Office Website Types of Accounts held Related Party Euroclear UK & Ireland Limited Euroclear Bank SA/NV BNY Mellon 33 Cannon Street London EC4M 5SB 1 Boulevard du Roi Albert II 1210 Brussels Belgium One Wall Street New York NY USA Individually Designated No Pooled No Pooled No * Investec Bank plc (Irish Branch) is a related party of IW&I and is a member of the Investec Group. Clients should be aware that this list of third parties with whom we may place Client Assets is subject to change over time. The current list of these third parties is available on our website 5.

8 Investec Capital & Investments (Ireland) Limited trading as Investec Wealth & Investment and Investec is regulated by the Central Bank of Ireland. A member firm of the Irish Stock Exchange and the London Stock Exchange. Investec Wealth & Investment is registered in the Republic of Ireland. Registered No: Registered Office: The Harcourt Building, Harcourt Street, Dublin 2